Statement of Changes in Beneficial Ownership (4)
September 24 2021 - 6:15PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
EDMONDS JOSEPH |
2. Issuer Name and Ticker or Trading Symbol
ZIPRECRUITER, INC.
[
ZIP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
604 ARIZONA AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/22/2021 |
(Street)
SANTA MONICA, CA 90401
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 9/21/2021 | | G(1) |
V
| 78000 | D | $0.00 | 10323880 | D | |
Class A Common Stock | 9/22/2021 | | S | | 32286 | D | $28.2983 (2) | 45714 | I | By The Smith-Edmonds Family Foundation |
Class A Common Stock | 9/23/2021 | | S | | 1933 | D | $28.0565 (3) | 43781 | I | By The Smith-Edmonds Family Foundation |
Class A Common Stock | 9/23/2021 | | S | | 1901 | D | $28.057 (4) | 10321979 | D | |
Class A Common Stock | | | | | | | | 12800 | I | By Sun Nam Smith (5) |
Class A Common Stock | | | | | | | | 10000 | I | Stacey Martin, as Custodian for Wyatt Martin (5) |
Class A Common Stock | | | | | | | | 16000 | I | Nancy Edmonds (5) |
Class A Common Stock | | | | | | | | 12800 | I | Mon Agranat (5) |
Class A Common Stock | | | | | | | | 12800 | I | Lynn Edmonds (5) |
Class A Common Stock | | | | | | | | 16000 | I | Linda Smith (5) |
Class A Common Stock | | | | | | | | 12800 | I | Julie Smith (5) |
Class A Common Stock | | | | | | | | 16000 | I | David Smith (5) |
Class A Common Stock | | | | | | | | 12800 | I | Betheda Edmonds (5) |
Class A Common Stock | | | | | | | | 16000 | I | Baird Edmonds (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | On September 22, 2021, the Reporting Person contributed 78,000 shares of the Issuer's Class A Common Stock to The Smith-Edmonds Family Foundation (the "Foundation"), of which the Reporting Person and his partner have shared voting and dispositive power. The Reporting Person continues to report beneficial ownership of all of the Issuer's Class A Common Stock held by the Foundation but disclaims beneficial ownership except to the extent of his and his partner's pecuniary interest therein. |
(2) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.855 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(3) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.13 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(4) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.14 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(5) | The Reporting Person has voting, but not dispositive, power over such shares and disclaims beneficial ownership of such shares. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
EDMONDS JOSEPH 604 ARIZONA AVENUE SANTA MONICA, CA 90401 |
| X |
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Signatures
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/s/ Ryan Sakamoto, as Attorney-in-Fact for Reporting Person | | 9/24/2021 |
**Signature of Reporting Person | Date |
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